General terms and conditions, terms of delivery and sale (as of 2012)

1. General information:

Any delivery of goods to our customers shall be subject to the terms and conditions set forth below. Any deviating agreements must be in writing to be effective. The possible invalidity of individual provisions of these General Terms and Conditions of Delivery and Sale shall not affect the validity of the remaining provisions. It is agreed that any potentially invalid provision shall be replaced by a provision which comes as close as possible to the invalid one in a manner permitted by law.

2. Order acceptance:

An order is deemed to be accepted if it has not been rejected by us within three working days after receiving a verbal order. We are obligated to explain the rejection of a written order in writing within 14 days after receiving said order, otherwise the order is deemed to be accepted as of the date the order was placed. When mail service is used, the rejection shall be deemed on time if mailed not later than the deadline specified.

3. Fulfilment, transfer of risk, complaint

Our company headquarters is the place of fulfilment for delivery and payment, even if delivery takes place in a different location according to the agreement. Adherence to the agreed delivery deadline shall be subject to unforeseeable circumstances or circumstances independent of the intention of the party, such as for example all cases of force majeure, warlike events, official interventions and prohibitions, transport and customs clearance delays, transport damages or energy shortage. Such circumstances shall also justify an extension of the delivery limit if they occur at a producer or a subcontractor. If dispatch from our premises or from our warehouse is delayed for reasons within the customer's scope of responsibilities, risk is transferred to the customer on the day the goods are ready for dispatch. If delivery on request has been agreed upon, the goods shall be deemed requested no later than half a year after ordering. We shall indicate the deadline and the importance of his conduct to the customer in a timely manner. If we are unable to dispatch the order for lack of a corresponding arrangement by the customer, the consequences of default of acceptance shall become effective with the expiration of this half-year period. This shall not exclude us from filing any further claims for compensation. We shall be entitled to effect and invoice partial or advance deliveries. Complaints on the grounds of delivery that has allegedly not taken place, or not taken place in full, must be made in writing no later than one day after receiving the delivery ticket. If the customer has not received a delivery ticket, the time limit starts on the date the invoice is received. Any infringement of this obligation shall not curtail the customer's right under the warranty but shall, however, make him liable for damages while releasing us from the obligation to pay compensation for losses due to delayed performance. This provision shall not apply to consumers pursuant to the Consumer Protection Act [KSchG].

4. Offers:

Our offers are subject to change and do not include any obligation to accept an order.

5. Prices:

If price increases occur between the conclusion of the contract and delivery as a result of circumstances beyond our control, such as recommendations by the Austrian Federal Commission for the Accounting Professions [Paritätische Kommission], acquisition price increases, producer and/or wholesale price increases, due to wage cost increases by law, by decree or by collective agreement, or the increase or introduction of new charges or on the basis of stable-value clauses, respectively, the prices under consideration are increased accordingly (this does not apply to consumer transactions). Prices are understood to be ex warehouse. Packaging, pallets, delivery and the like shall be invoiced separately. If we pick up packaging, pallets etc. for which an additional fee was charged in return for payment, it is incumbent upon the customer to store these objects properly until they are actually handed over.

6. Reservation of ownership:

We reserve the right of ownership to the object of purchase until the purchase price has been paid in full. In the event of garnishment or any other utilisation of the object of purchase by third parties, the customer shall be obligated to point out our right of ownership and notify us immediately.

7. Payment:

Unless otherwise agreed, payments are due net within 14 days from receipt of invoice. Notwithstanding our other rights, we shall be entitled in the event of default of payment to take back the goods, equipment and the like under reservation of title without constituting withdrawal from the contract. If a consumer with whom we have agreed contract interest payments is in default of payment, we shall be entitled to claim default interest in the amount of 6% per year in addition to contract interest. If contract interest payments have not been agreed, the default interest rate shall be 13% per year, charged every three months.

8. Warranty:

We shall be entitled in any case to replace defective goods for similar flawless goods within a reasonable period of time or to rectify the deficiency within a reasonable period of time. Any claim for cancellation of the contract or price reduction shall thereby be invalidated. The customer shall examine the goods promptly after acceptance - but no later than within 12 hours - and notify us in writing of any defects by the day following the day of acceptance (date of email or date of postmark).

9. Withdrawal from the contract:

The customer shall not be entitled to withdraw from the contract in the event of default due to force majeure and in the event of default due to slight negligence with regard to goods which are specifically produced or obtained according to the customer's specifications. If delivery or performance is rendered impossible, unreasonable or unaffordable for us due to force majeure, we shall be entitled to withdraw from the contract.

10. Liability:

The enforcement of liability demands, requests for information or requests for recourse shall be submitted to the management promptly and in writing, specifying the exact damage, the facts of the case that substantiate liability including proof that the supplies and deliverables came from us.

11. Address:

The customer shall notify us promptly and expressly of any change of address. Otherwise, written communications sent by the usual postal channels are deemed to have been received if they were mailed to the most recent address provided to us.

12. Place of jurisdiction:

The court having subject-matter jurisdiction in Graz shall be the sole place of jurisdiction for any lawsuits arising from the business relationship.

13. Choice of law and proper venue:

This contract is subject to Austrian substantive law in the event of disputes arising from the business relationship, with the exception of the conflict of law rules, under the exclusion of the UN Convention of Contracts on the International Sale of Goods.